Form 8-K - Current report

0001490906FALSE00014909062024-01-232024-01-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 23, 2024

CAPITOL FEDERAL FINANCIAL, INC.

(Exact name of Registrant as specified in its Charter)

Maryland			001-34814			27-2631712
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

700 South Kansas Avenue,			Topeka			Kansas			66603
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code

[phone]

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			CFFN			The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Capitol Federal Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 23, 2024 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 1, 2023 were entitled to vote on three items at the Annual Meeting. Stockholders elected Morris J. Huey, II and Carlton A. Ricketts each to a three-year term as director. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (the "Say on Pay Vote"). The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2024. The final voting results of each item are set forth below.

Number of Votes

For

Against

Abstained

Broker Non-Votes

Proposal 1.

Election of the following directors for the terms indicated:

Morris J. Huey, II (three years)

77,515,506

24,139,188

248,286

11,127,334

Carlton A. Ricketts (three years)

57,233,322

44,395,278

274,380

11,127,334

The following directors had their term of office continue after the meeting:

John B. Dicus

James G. Morris

Jeffrey R. Thompson

Michel' Philipp Cole

Michael T. McCoy, M.D.

Jeffrey M. Johnson

Number of Votes

For

Against

Abstained

Broker Non-Votes

Proposal 2.

Stockholder approval, on advisory basis, of executive compensation

96,784,710

4,436,413

663,535

11,145,656

Number of Votes

For

Against

Abstained

Broker Non-Votes

Proposal 3.

Ratification of Deloitte & Touche LLP as independent auditors

104,131,603

8,132,922

747,468

—

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ITEM 7.01 REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 23, 2024.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99 – Annual Meeting slide presentation

Exhibit 104 – Cover page interactive data file (embedded within the Inline XBRL document)

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			SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CAPITOL FEDERAL FINANCIAL, INC.
Date: January 25, 2024			By: /s/ Kent G. Townsend
			Kent G. Townsend, Executive Vice-President,
			Chief Financial Officer, and Treasurer

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John B. Dicus, Chairman, President & CEO Michel’ Philipp Cole, ABC Morris J. Huey, II Jeffrey M. Johnson Michael T. McCoy, M.D. James G. Morris Carlton A. Ricketts Jeffrey R. Thompson Board of Directors

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Management John B. Dicus, Chairman, President & CEO Anthony S. Barry, Chief Corporate Services Officer Natalie G. Haag, General Counsel & Corporate Secretary Rick C. Jackson, Chief Lending Officer Robert D. Kobbeman, Chief Commercial Banking Officer William J. Skrobacz, Jr., Chief Retail Operations Officer Kent G. Townsend, Chief Financial Officer

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Safe Harbor Disclosure Except for the historical information contained in this presentation, the matters discussed herein may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward- looking statements involve risks and uncertainties, including: changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities; other governmental initiatives affecting the financial services industry; changes in accounting principles, policies or guidelines; fluctuations in interest rates and the effects of inflation or a potential recession, whether caused by Federal Reserve action or otherwise; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor or depositor sentiment; demand for loans in Capitol Federal Financial, Inc. and its correspondent banks’ market areas; the future earnings and capital levels of Capitol Federal Savings Bank, which would affect the ability of Capitol Federal Financial, Inc. to pay dividends in accordance with its dividend policies; competition; and other risks detailed from time to time in documents filed or furnished by Capitol Federal Financial, Inc. with the Securities and Exchange Commission (“SEC”). Actual results may differ materially from those currently expected. These forward-looking statements represent Capitol Federal Financial, Inc.’s judgment as of the date of this presentation. Capitol Federal Financial, Inc. disclaims, however, any intent or obligation to update these forward-looking statements.

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Selected Balance Sheet Data September 30, 2023 2022 (in thousands) Total Assets $ 10,177,461 $ 9,624,897 Total Loans $ 7,970,949 $ 7,464,208 Total Deposits $ 6,051,220 $ 6,194,866 Total Borrowings $ 2,879,125 $ 2,132,154 Total Stockholders' Equity $ 1,044,054 $ 1,096,499

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Strategic Securities Transaction • In October 2023, the Company initiated a strategic securities transaction (“securities strategy”) by selling $1.30 billion of securities representing 94% of the portfolio. • Of the cash received from the sale, $500.0 million was used to reduce borrowings costing 4.70%, $632.0 million was reinvested in securities yielding 5.75%, and the remaining cash is held at the Federal Reserve Bank (“FRB”) earning 5.40%. • The securities strategy reduced total assets to under $10.00 billion at December 31, 2023 and is expected to increase our net interest margin by 60 basis points in fiscal year 2024. • The Company recognized an impairment loss of $145.5 million, after tax, in fiscal year 2023. An additional $10.0 million after tax loss was recorded in 2024 as the securities were sold in October 2023.

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Financial Performance FY 2023 Excluding Securities Actual Strategy (GAAP) (Non-GAAP) Net Income (in thousands) $(101,659) $43,963 Earnings Per Share (basic & diluted) $(0.76) $0.33 Net Interest Margin 1.43% Return on Average Assets (0.93%) 0.40% Return on Average Equity (9.48%) 4.10%

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Financial Performance FY 2023 Excluding Securities Actual Strategy (GAAP) (Non-GAAP) Efficiency Ratio (626.63%) 65.31% Operating Expense Ratio 1.04% Non-performing Assets to Total Assets 0.09% Equity to Total Assets 10.26%

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Calendar Year 2023 Dividends Regular quarterly dividends* $ 45,271,508 True Blue Capitol dividend (June) — True-up dividend (December) — Total cash dividends paid in 2023 $ 45,271,508 *Paid in February, May, August, and November.

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Calendar Year 2023 Share Repurchases Number of shares repurchased 950,594 Average price per share $ 5.26 Total amount repurchased $ 4,992,783

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(in m ill io ns ) $1,858.7 $1,908.8 $415.5 $420.4 $949.3 $994.5 $493.9 $493.9 2022 2023 $0.0 $400.0 $800.0 $1,200.0 $1,600.0 $2,000.0 $2,400.0 Cumulative Cash Returned to Stockholders Stockholder Dividends $10.64/sh per share Share Repurchases 37,412,197 shares Avg. price of $11.24 * * True Blue® Dividends † † † Dividends from earnings *

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Payment of Dividends • CFFN declared a regular quarterly dividend of $0.085 per share on January 23, 2024. • For fiscal year 2024, it is the intent of our Board and management to pay out the regular quarterly cash dividend of $0.085 per share, totaling $0.34 per share for the year. • To the extent that earnings in fiscal year 2024 exceed $0.34 per share, the Board will consider the payment of additional dividends.

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Long-Term Strategy • Single-Family Portfolio Lender • Deposit Services • Commercial Banking • Excellent Asset Quality • Strong Cost Controls • Strong Capital Position • Stockholder Value • Interest Rate Risk Management

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Questions & Answers

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Thank you for attending

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Financial Performance FY 2023 Non-GAAP Reconciliation For the Year Ended September 30, 2023 Excluding Securities Actual Securities Strategy (GAAP) Strategy (Non-GAAP) Net Income (in thousands) $(101,659) $(145,622) $43,963 Earnings Per Share (basic & diluted) $(0.76) $(1.09) $0.33 Return on Average Assets (0.93%) (1.33%) 0.40% Return on Average Equity (9.48%) (13.58%) 4.10% Efficiency Ratio (626.63%) (691.94%) 65.31%

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Document And Entity Information	Jan. 23, 2024
Cover [Abstract]
Document Type	8-K
Period End Date	Jan. 23, 2024
Registrant Name	CAPITOL FEDERAL FINANCIAL, INC.
State of incorporation	MD
Commission file number	001-34814
IRS identification number	27-2631712
Address of principal executive offices location	700 South Kansas Avenue,
City of principal executive offices location	Topeka
State of principal executive offices location	KS
Zip code of principal executive offices location	66603
Telephone number - Area code	785
Telephone number	235-1341
Written communications indicator	false
Soliciting material indicator	false
Pre-commencement tender offer indicator	false
Pre-commencement issuer tender offer indicator	false
Title of security class	Common Stock, par value $0.01 per share
Trading symbol	CFFN
Name of exchange on which securities are registered	NASDAQ
Emerging Growth Company indicator	false
Entity Central Index Key	0001490906
Amendment Flag	false

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